C&G ENVIRONMENTAL PROTECTION HOLDINGS LIMITED
Third Quarter Results and Dividend Announcement for the Period Ended 30 September 2014
The Board of Directors are pleased to announce the consolidated results of the Group for the three
months ended 30 September 2014. The figures presented below have not been audited.
PART I - INFORMATION REQUIRED FOR ANNOUNCEMENTS OF QUARTERLY (Q1, Q2 & Q3),
HALF-YEAR AND FULL YEAR RESULTS
1(a)(i) An income statement and statement of comprehensive income, or a statement of
comprehensive income, for the group, together with a comparative statement for the
corresponding period of the immediately preceding financial year.
three months ended 30 September nine months ended 30 September
%
%
2014
2013
Increase /
2014
2013
Increase /
HK$'000
HK$'000 (Decrease)
HK$'000
HK$'000 (Decrease)
Revenue
Cost of sales
176,482
(125,021)
163,700
(116,774)
7.81
7.06
587,820
(388,112)
417,374
(263,711)
40.84
47.17
Gross profit
51,461
46,926
9.66
199,708
153,663
29.96
Other income
Administrative expenses
Other operating
income/(expense)
7,714
(27,587)
15,785
(19,811)
(51.13)
39.25
25,341
(70,575)
29,179
(60,057)
(13.15)
17.51
1,007
(3,912)
125.74
3,506
(3,912)
189.62
Profit from operations
32,595
38,988
(16.40)
157,980
118,873
32.90
(37,116)
(31,337)
18.44
(110,147)
(91,417)
20.49
(Loss)/profit before tax
(4,521)
7,651
(159.09)
47,833
27,456
74.22
Income tax expense
(1,003)
(3,282)
(69.44)
(19,668)
(4,749)
314.15
(Loss)/profit for the year
attributable to the owners
of the Company
(5,524)
4,369
(226.44)
28,165
22,707
24.04
4,000
11,044
(63.78)
(9,645)
45,585
(121.16)
(1,524)
15,413
(109.89)
18,520
68,292
(72.88)
Finance costs
Other comprehensive
income, net of tax:
Items that may be
reclassified to profit or
Exchange difference on
translating foreign
Total comprehensive
income for the year
attributable to the owners
1
1 (a)(ii) Explanatory Notes:
Other income comprises:
The Group
Three months ended 30 September
2014
HK$’000
Interest income
Exchange gain
(Loss)/gain on disposal of fixed assets
Government grants
Refund of value-added tax
Fair value gain on financial liabilities
at fair value through profit or loss
Reimbursement income from a
contractor
Sundry income
2013
HK$’000
26
520
6,973
-
Nine months ended 30 September
2014
HK$’000
551
4
(1)
645
6,605
110
2013
HK$’000
240
3,106
21,767
-
810
39
25
2,051
18,057
215
-
7,482
-
7,482
195
7,714
389
15,785
228
25,341
500
29,179
(Loss)/profit before tax is arrived at after charging/(crediting):
The Group
Three months ended 30 September
2014
HK$’000
Depreciation and amortisation
Interest on bank loans
Interest on finance lease
Reversal of impairment loss of
value-added tax receivables
34,120
37,098
18
(1,007)
2
2013
HK$’000
33,488
31,326
11
-
Nine months ended 30 September
2014
HK$’000
102,751
110,090
57
(3,506)
2013
HK$’000
99,172
91,393
24
-
1(b)(i) A statement of financial position (for the issuer and group), together with a
comparative statement as at the end of the immediately preceding financial year.
The Group
30.9.2014
31.12.2013
HK$'000
HK$'000
Non-current assets
Fixed assets
Intangible assets
Long term prepayment
Investment in subsidiaries
Investment in a joint venture
The Company
30.9.2014
31.12.2013
HK$'000
HK$'000
8,592
4,129,794
11,015
71
4,149,472
10,113
4,041,219
71
4,051,403
10,191
158,068
7,743
140,901
193,650
237,335
107,336
-
418,665
483,842
2
-
16,752
53,548
44,722
895,596
21,726
44,044
54,930
990,521
49
906,203
9,316
195
1,023,101
906,203
134
906,337
5,045,068
5,041,924
1,609,512
1,481,733
97,302
1,664,192
97,302
1,645,026
97,302
1,364,874
97,302
1,372,657
1,761,494
1,742,328
1,462,176
1,469,959
1,980,389
976
25,003
116,173
2,122,541
1,984,086
1,136
24,257
97,059
2,106,538
71,637
71,637
-
39,177
42,434
-
-
45,836
53,001
-
-
419,578
317,075
1,091
269
336,350
1,657
1,161,033
345,159
317,075
1,097
257
432,369
1,666
1,193,058
2,263
73,436
75,699
2,255
9,519
11,774
Total liabilities
3,283,574
3,299,596
147,336
11,774
TOTAL EQUITY AND
5,045,068
5,041,924
1,609,512
1,481,733
Current assets
Inventories
Trade receivables
Gross amounts due from
customers for contract work
Other deposits and other
receivables
Trade deposits and prepayments
Due from a subsidiary
Pledged bank deposits
Bank and cash balances
TOTAL ASSETS
Capital and reserves
Share capital
Reserves
Equity attributable to owners
of the Company
Non-current liabilities
Interest-bearing borrowings
Finance lease payables
Deferred income
Deferred tax liabilities
Current liabilities
Trade payables
Gross amounts due to customers
for contract work
Accruals and other payables
Advance payment received
Due to a subsidiary
Deferred income
Finance lease payables
Interest-bearing borrowings
Current tax liabilities
3
11,015
575,396
586,411
-
575,396
575,396
-
1(b)(ii) In relation to the aggregate amount of the group's borrowings and debt securities,
specify the following as at the end of the current financial period reported on with
comparative figures as at the end of the immediately preceding financial year.
Amount repayable in one year or less, or on demand
As at 30 September 2014
As at 31 December 2013
Secured
(HK$’000)
Unsecured
(HK$’000)
Secured
(HK$’000)
Unsecured
(HK$000)
336,350
Nil
432,369
Nil
Amount repayable after one year
As at 30 September 2014
As at 31 December 2013
Secured
(HK$’000)
Unsecured
(HK$’000)
Secured
(HK$’000)
Unsecured
(HK$’000)
1,980,389
Nil
1,984,086
Nil
Details of any collateral
At 30 September 2014, the banking facilities of the Group were secured by the following:
The pledge of the Group’s intangible assets of approximately HK$4,129,794,000.
4
1(c)(i) A statement of cash flows (for the group), together with a comparative statement for
the corresponding period of the immediately preceding financial year.
Group
three months ended
30 September
2014
2013
HK$'000 HK$'000
Group
nine months ended
30 September
2014
2013
HK$'000 HK$'000
CASH FLOW FROM OPERATING ACTIVIES
(Loss)/profit before tax
Adjustments for:
Depreciation and amortisation
Interest expenses
Profit from construction services
Amortisation of deferred income
Interest income
Gain on financial liability at fair value through profit or loss
Written off of construction in progress and fixed assets
Reversal of impairment loss of value-added tax receivables
Net loss/(gain) on disposal of fixed asset
Share based payment expenses
(4,521)
7,651
47,833
27,456
34,120
37,116
(2,628)
(272)
(26)
(1,007)
204
33,488
31,337
(267)
(551)
(110)
3,912
1
247
102,751
110,147
(7,135)
(818)
(240)
(3,506)
646
99,172
91,417
(414)
(794)
(810)
(215)
3,912
(25)
380
Operating profit before working capital changes
Increase in long term prepayment
Decrease/(increase) in inventories
Decrease/(Increase) in trade receivables
Decrease/(increase) in other deposits and other receivables
(Increase)/decrease in trade deposits and prepayments
Increase/(decrease) in trade payables
Increase/(decrease) in accruals and other payables
Increase in deferred income
62,986
(11,015)
208
11,335
14,632
(159)
4,898
5,268
1,702
75,708
907
(15,122)
7,532
(12,014)
1,831
(22,814)
1,041
249,678
(11,015)
(2,448)
(17,167)
68,683
4,974
(3,257)
(10,450)
1,702
220,079
(2,437)
5,354
(4,329)
(20,150)
7,850
(15,718)
6,819
Cash generated from operations
Interest paid
89,855
(45,836)
37,069
(45,553)
44,019
(8,484)
152,871
76,642
CASH FLOWS FROM INVESTING ACTIVITIES
Payment for construction work for BOT projects
Investment in a joint venture
Proceeds from disposal of fixed assets
Purchase of fixed assets
Interest received
(136,479)
(470)
26
31,224
(71)
50
(322)
551
(244,782)
7
(1,146)
240
(78,081)
(71)
100
(1,663)
810
Net cash (used in)/generated from investing activities
(136,923)
31,432
(245,681)
(78,905)
Net cash generated from/(used in) operating activities
CASH FLOWS FROM FINANCING ACTIVITIES
Decrease in amount due to contractors
Advance from/(repayment to) ultimate holding company and a
related company
(Increase)/decrease in pledged bank deposits
Repayment of finance lease payables
Repayment of interest-bearing borrowings
Drawdown of Interest-bearing borrowings
-
(24,892)
91,390
(66,695)
(9,350)
31,469
(66)
(37)
(117,551) (117,141)
122,449
505,430
280,700
197,468
(127,829) (120,826)
134,271
(67,294)
(56,515)
(9,504)
(33)
(194)
(85)
(423,165) (310,306)
322,592
745,630
Net cash generated from financing activities
86,872
328,134
24,000
311,397
NET (DECREASE)/INCREASE IN CASH AND CASH
EQUIVALENTS
(6,032)
351,082
(68,810)
309,134
25,397
(19,534)
58,602
33,670
54,930
9,993
Effect on foreign exchange rate changes
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE
FINANCIAL PERIOD
CASH AND CASH EQUIVALENTS AT END OF THE
FINANCIAL PERIOD
ANALYSIS OF THE BALANCES OF CASH AND CASH
Bank and cash balances
5
25,357
21,249
44,722
352,797
44,722
352,797
44,722
352,797
44,722
352,797
1(d)(i) A statement (for the issuer and group) showing either (i) all changes in equity or (ii)
changes in equity other than those arising from capitalisation issues and distributions to
shareholders, together with a comparative statement for the corresponding period of the
immediately preceding financial year.
Attributable to owners of the Company
Share
Foreign
based
currency
Share
Share
Contributed
Statutory
payment
translation
Retained
capital
premium
surplus
reserve
reserve
reserve
earnings
Total
HK$'000
HK$'000
HK$'000
HK$'000
HK$'000
HK$'000
HK$'000
HK$'000
97,302
786,115
39,768
1,071
209,568
526,839
1,762,814
Group
For the three months ended
30 September 2014
At 1 July 2014
Share-based payment
Total comprehensive income
for the financial period
At 30 September 2014
102,151
-
-
-
-
204
-
-
-
-
-
-
-
4,000
(5,524)
204
(1,524)
97,302
786,115
102,151
39,768
1,275
213,568
521,315
1,761,494
97,302
786,115
102,151
204,730
534,264
1,764,463
For the three months ended
30 September 2013
At 1 July 2013
Share-based payment
Total comprehensive income
for the financial period
At 30 September 2013
39,768
133
-
-
-
-
247
-
-
-
-
-
-
-
247
11,044
4,369
15,413
97,302
786,115
102,151
39,768
380
215,774
538,633
1,780,123
97,302
786,115
102,151
223,213
493,150
1,742,328
For the nine months ended
30 September 2014
At 1 January 2014
Share based payment
Total comprehensive income
for the financial period
At 30 September 2014
39,768
629
-
-
-
-
646
-
-
-
-
-
1,275
-
97,302
786,115
102,151
39,768
97,302
786,115
102,151
39,768
-
-
646
(9,645)
28,165
18,520
213,568
521,315
1,761,494
170,189
515,926
1,711,451
For the nine months ended
30 September 2013
At 1 January 2013
Share-based payment
Total comprehensive income
for the financial period
At 30 September 2013
-
-
-
-
380
-
-
-
-
-
97,302
786,115
102,151
6
39,768
380
-
-
380
45,585
22,707
68,292
215,774
538,633
1,780,123
Attributable to owners of the Company
Share
Foreign
based
currency
Share
Share
Contributed
payment
translation
Retained
capital
premium
surplus
reserve
reserve
earnings
Total
HK$'000
HK$'000
HK$'000
HK$'000
HK$'000
HK$'000
HK$'000
97,302
786,115
1,071
125,755
352,383
1,464,777
Company
For the three months ended
30 September 2014
At 1 July 2014
Share-based payment
Total comprehensive income
for the financial period
At 30 September 2014
102,151
-
-
-
204
-
-
-
-
-
-
-
(2,805)
204
(2,805)
97,302
786,115
102,151
1,275
125,755
349,578
1,462,176
97,302
786,115
102,151
133
125,755
362,190
1,473,646
For the three months ended
30 September 2013
At 1 July 2013
Share-based payment
Total comprehensive income
for the financial period
At 30 September 2013
-
-
-
247
-
-
-
-
-
-
-
(1,589)
247
(1,589)
97,302
786,115
102,151
380
125,755
360,601
1,472,304
97,302
786,115
102,151
629
125,755
358,007
1,469,959
For the nine months ended
30 September 2014
At 1 January 2014
Share-based payment
Total comprehensive income
for the financial period
At 30 September 2014
-
-
-
646
-
-
-
-
-
-
-
(8,429)
97,302
786,115
102,151
97,302
786,115
102,151
646
(8,429)
1,275
125,755
349,578
1,462,176
-
125,755
364,572
1,475,895
For the nine months ended
30 September 2013
At 1 January 2013
Share-based payment
Total comprehensive income
for the financial period
At 30 September 2013
-
-
-
380
-
-
-
-
-
-
-
(3,971)
97,302
786,115
102,151
7
380
125,755
360,601
380
(3,971)
1,472,304
1(d)(ii) Details of any changes in the company's share capital arising from rights issue, bonus
issue, share buy-backs, exercise of share options or warrants, conversion of other issues of
equity securities, issue of shares for cash or as consideration for acquisition or for any other
purpose since the end of the previous period reported on. State also the number of shares
that may be issued on conversion of all the outstanding convertibles, as well as the number
of shares held as treasury shares, if any, against the total number of issued shares excluding
treasury shares of the issuer, as at the end of the current financial period reported on and as
at the end of the corresponding period of the immediately preceding financial year.
Par value
HK$
Issued and fully paid-up ordinary shares
and balances as at 30 September 2013
and 30 September 2014
0.10
Number of
shares
973,023,354
Issued and
paid-up
share capital
HK$
97,302,335
Note:
There were no changes in the Company’s share capital since the end of the previous period
reported on.
(i) Employee Share Option Plan
As at 30 September 2014, the number of outstanding share options was 2,778,000 (30
September 2013: 2,585,000).
(ii) Performance Share Plan (“PSP”)
As at 30 September 2014, the number of shares outstanding under the Company’s PSP was
1,665,800 (30 September 2013: 1,550,000).
(iii) Restricted Share Plan (“RSP”)
As at 30 September 2014, the number of shares outstanding under the Company’s RSP was
1,111,200 (30 September 2013: 1,034,000).
1(d)(iii) To show the total number of issued shares excluding treasury shares as at the end
of the current financial period and as at the end of the immediately preceding year.
Par value
HK$
Issued and fully paid-up ordinary
shares and balance as at 1 January
and 30 September 2014
0.10
Number of shares
973,023,354
1(d)(iv) A statement showing all sales, transfers, disposal, cancellation and/or use of treasury
shares as at the end of the current financial period reported on.
Not applicable.
2. Whether the figures have been audited or reviewed, and in accordance with which
auditing standard or practice.
The figures have not been audited nor reviewed by the Company’s auditors.
3. Where the figures have been audited or reviewed, the auditors' report (including any
qualifications or emphasis of a matter).
Not applicable.
8
4. Whether the same accounting policies and methods of computation as in the issuer's
most recently audited annual financial statements have been applied.
The Group has applied the same accounting policies and methods of computation adopted in the
preparation of financial statements for the year ended 31 December 2013.
5. If there are any changes in the accounting policies and methods of computation,
including any required by an accounting standard, what has changed, as well as the
reasons for, and the effect of, the change.
Not applicable.
6. Earnings per ordinary share of the group for the current financial period reported on and
the corresponding period of the immediately preceding financial year, after deducting
any provision for preference dividends.
(a) Based on the weighted average number of ordinary shares on issue; and
(b) On a fully diluted basis (detailing any adjustments made to the earnings).
Three months
ended
30 September
2014
HK$ cents
Earnings per share
(1)
- Basic
(2)
- Diluted
Three months
ended
30 September
2013
HK$ cents
(0.57)
N/A
0.45
N/A
Nine months
ended
30 September
2014
HK$ cents
2.89
N/A
Nine months
ended
30 September
2013
HK$ cents
2.33
N/A
Explanatory notes:
1. Basic earnings per share (“EPS”) is calculated based on the profit attributable to shareholders for
the period ended 30 September 2014 and 2013 and the weighted average number of shares
973,023,354 (2013:973,023,354).
2. No diluted earnings per share is presented as the Company did not have any diluted potential
ordinary shares during the period ended 30 September 2014 and 2013.
7. Net asset value (for the issuer and group) per ordinary share based on the total number of
issued shares excluding treasury shares of the issuer at the end of the:—
(a) current financial period reported on; and
(b) immediately preceding financial year.
Net asset value (HK$’000)
Number of issued shares
Net asset value per share
(HK$ cents)
The Group
30.9.2014
The Group
31.12.2013
The Company
30.9.2014
1,761,494
973,023,354
1,742,328
973,023,354
1,462,176
973,023,354
1,469,959
973,023,354
181.03
179.06
150.27
151.07
The Company
31.12.2013
8. A review of the performance of the group, to the extent necessary for a reasonable
understanding of the group's business. It must include a discussion of the following:—
(a) any significant factors that affected the turnover, costs, and earnings of the group for the
current financial period reported on, including (where applicable) seasonal or cyclical
factors; and
(b) any material factors that affected the cash flow, working capital, assets or liabilities of the
group during the current financial period reported on.
9
Review of Operating Results of the Group
Revenue
Electricity generation and construction
The revenue comprised of (i) construction income, (ii) electricity tariff and waste handling fee (i.e.
revenue from WTE operation services) and (iii) equipment sales. The revenue mix is shown in the
table below:
Three months
Three months
ended 30
ended 30
September 2014 September 2013
HK$'000
Revenue from operation services
Revenue from construction services
Total
HK$'000
Increase /
(decrease)
%
118,857
109,045
9.0
57,625
54,655
5.4
176,482
163,700
7.8
In Q3 2013, there were six plants in operation with a total capacity of 5,100 tonnes, namely Jinjiang,
Huangshi, Huian, Anxi, Fuqing and Jianyang. In Q3 2014, with the expansion of phase 2 for the Anxi
plant, these six plants are currently operating with a total capacity of 5,400 tonnes.
Revenue from operation services comprised of power generation and waste handling fees of
HK$117.8 million and equipment sales of HK$1.1 million. Revenue from operation services
increased by 9.0% to HK$118.9 million for Q3 2014. During the review quarter, the Group processed
approximately 455,000 tonnes of waste and generated 113,996,000 kWh of on-grid electricity which
were sold, an increase of 5.9% and 9.4% respectively compared with Q3 2013. The average
utilisation rate for waste handling remained stable at 91.5% in Q3 2014 compared to Q3 2013, and
the average utilisation rate for electricity generation increased from 65.9% in Q3 2013 to 72.1% in Q3
2014. The increase in revenue from operation services was mainly attributable to an upward
adjustment of waste handling fee for the Huian plant since October 2013 and contributions from the
improved operational efficiency in both waste processing and electricity generation at the plants.
Construction services revenue is recognised according to the percentage of completion for
construction of Waste-to-Energy (“WTE”) plants. During the period under review, the revenue from
construction services were mainly generated from the Thailand and Huian Phase 2 projects. The
higher construction revenue for the Thailand and Huian Phase 2 projects recognised in Q3 2014 was
in line with the progress of the construction work.
Gross profit
A breakdown of the gross profit by sector is as follows:
Three months Three months
ended 30
ended 30
September
September
2013
2014
HK$'000
HK$'000
Increase /
(decrease)
%
Gross profit
Operation services
Construction services
Total
48,833
46,926
4.1
2,628
-
N.M
51,461
46,926
9.7
Gross profit margin
Operation services
Construction services
Total
10
41.1%
43.0%
4.6%
0.0%
29.2%
28.7%
Gross profit margin from operation services decreased from 43.0% in Q3 2013 to 41.1% in Q3 2014.
For details, please refer to the explanation in the paragraph below under Net loss.
Other income
Other income decreased mainly because there was no reimbursement income from a contractor for
the use of facilities in Q3 2014 compared to HK$7.5 million which was recognised in other income in
Q3 2013.
Administrative expenses
Administrative expenses which include payroll expenses, legal and professional expenses, travelling
and business development-related expenses amounted to HK$27.6 million for Q3 2014. The
balance increased by HK$7.8 million mainly due to higher legal and professional fee arising from
securing the term loan facility with China Development Bank Corporation for the Bangkok WTE
Project, recognition of the under-provision of China building taxes from prior years and increased in
travelling expenses.
Other operating income/(expense)
Other operating income/(expense) amounted to HK$1.0 million due to the reversal of impairment
loss of value added tax receivables upon the receipt of the value added tax invoices from a
contractor. In Q3 2013, other operating expense represented construction in progress and fixed
assets of HK$3.9million which were written off due to the Nanping project which was in the process
of deregistration.
Finance costs
Finance costs increased from HK$31.3 million to HK$37.1 million for the three months ended 30
September 2014. This was mainly due to an increase in the bank loan interest paid for the new bank
loans for the Jinjiang, Huian and Anxi projects.
Income tax expense
Income tax expense comprises deferred tax expense. The decrease was mainly due to a decrease
in deferred tax expense arising from temporary differences between the international and PRC
GAAP.
Three
months
ended 30
September
2014
HK$’000
Income tax expense
Deferred tax expense
Temporary differences on assets
recognised under IFRIC 12
Tax loss
Temporary differences between the
international and PRC GAAP
Total
Three
months
ended 30
September
2013
HK$’000
Changes
-
-
(4,745)
(433)
995.8%
14,244
(8,496)
(973)
4,688
(1,563.9%)
(281.2%)
1,003
3,282
(69.4%)
EBITDA
EBITDA on recurring items is shown in the table below. Construction profit is excluded in the below
analysis as the amount is recognised according to the percentage of completion of the construction
work of the plants. This amount fluctuates every quarter.
11
Three months
Three months
Increase /
ended 30
ended 30
(decrease)
September 2014 September 2013
HK$'000
HK$'000
%
64,088
76,387
(16.1)
EBITDA (exclude construction profit)
For details, please refer to the explanation in the paragraph below under Net loss.
Net loss
The Group recorded a net loss of HK$5.5million for Q3 2014 compared to a net earnings of
HK$4.3million for Q3 2013.
During the quarter under review, legal and professional fee increased by HK$2.5 million for securing
and preparing the documentation of the loan facility from China Development Bank Corporation,
additional provision of HK$1.7million was made for the under provision of China Building tax,
reimbursement income from contractor dropped by HK$7.5million and non-recurring expenses of
HK$8million (approximately RMB6.35million) was incurred as a result of an industrial accident in
C&G Environmental Protection (Anxi) Company Limited (hereinafter “Anxi Plant"), a wholly-owned
subsidiary of the Group. Subsequent to the accident, the Group has launched a review and
introduced improvements to the safety measures and practices for all the subsidiaries. Anxi plant
having obtained the necessary approvals from relevant departments for resumption of operation,
has since resumed normal operations. In the meanwhile, the Group had submitted the claims to the
insurance companies to recover the non-recurring expenses. As at the date of this report,
HK$1.2million (approximately RMB0.96million) has been recovered. The final amount of the claims
that can be recovered from the insurance companies is still under assessment and will be credited to
the Income Statement according to IAS 37 when it is virtually certain.
Financial Position of the Group
ASSETS
Intangible assets
Intangible assets represent the service concession rights for WTE BOT projects in PRC. The
intangible assets were stated at amortised cost with the initial measurement at the fair value, which
was assessed by an independent valuer with reference to the replacement cost and the percentage
of completion of the construction of work for each project. The increase of HK$88.6 million in
intangible assets was due to the movement below:
HK$’000
4,041,219
211,348
(100,103)
(22,670)
4,129,794
Net book value as at 1 January 2014
Add: Addition during the period
Less: Amortisation for the period
Exchange loss
Net book value as at 30 September 2014
Trade receivables
The trade receivable balance of HK$158.1 million comprised receivables from waste services of
HK$25.3 million, electricity tariff of HK$132.3 million and equipment sales of HK$0.5 million. Trade
receivables increased by HK$17.2 million mainly due to the overall increase in operational revenue.
Long term prepayment
Long term prepayment of HK$11.0 million represented the unamortised portion of the export
credit insurance for the equipment for our Bangkok Nong Khaem Municipal Solid Waste Incineration
Power Plant in Q3 2014 as required by the lender, China Development Bank Corporation. The
balance will be amortised over the tenure of the loan (i.e. 9 years).
12
Gross amounts due (to)/from customers for contract work
Gross amounts due (to)/from customers for contract work represented the amount prepaid or
payable to the contractors and suppliers, calculated based on the percentage of completion of
construction work. The decrease in gross amounts due from customers for contract work was mainly
due to the utilisation of prepaid amount for the construction cost for the Huian phase 2 and Thailand
projects. The decrease in gross amounts due to customers for contract work was mainly due to
settlement to contractors for the Langfang project.
Other deposits and other receivables
Other receivables
Deposits
Due from a joint venture
Value-added tax receivables
Amount due from a related
company
30.9.2014
HK$’000
16,300
32,064
5
28,025
31.12.2013
HK$’000
54,666
44,774
5
42,334
342,271
418,665
342,063
483,842
Changes
(70.2%)
(28.4%)
(33.8%)
0.1%
(13.5%)
Other deposits and other receivables mainly represented tender deposit paid for the BOT contracts,
value-added tax receivables, prepaid expenses paid to contractors and amount due from a related
company. The balance of other deposits and other receivables decreased by HK$65.2 million was
mainly because utilisation of the prepaid expenses paid to the contractor, amounting to HK$44.4
million and the refund of tender deposit paid for the BOT contracts of HK$12.7 million.
Trade deposits and prepayments
The decrease in trade deposits and prepayments of HK$5.0 million was mainly due to the utilisation
of the prepaid spare parts cost of HK$5.0 million.
Pledged bank deposits
The pledged bank deposits represented deposit of HK$25.3 million placed in the bank to facilitate
the arrangement of performance guarantee to the Thailand government for the Bangkok WTE
project, deposit of HK$18.9 million to secure the repayment of bills payable to the subcontractor and
12-month fixed deposit of US$1.2 million (equivalent to HK$9.3 million) pledged to secure the bank
loan of the Bangkok WTE Project. The balance increased by HK$9.5 million mainly due to the
HK$9.3 million fixed deposit as at 30 September 2014.
Bank and cash balances
Bank and cash balances decreased by HK$10.2 million as at 30 September 2014. For details of the
cash movement, please refer to the Statement of Cash Flows and the explanation notes on page 15.
LIABILITIES
Trade payables
Trade payables decreased by HK$3.3 million mainly because of decrease in spare parts used for
operation and maintenance services.
Accruals and other payables
Bills payable
Amounts due to contractors
Due to the ultimate holding company
Due to a related company
Others
30.9.2014
HK$’000
38,589
97,474
232,736
1,163
49,616
419,578
13
31.12.2013
HK$’000
38,049
154,097
99,168
460
53,385
345,159
Changes
1.4%
(36.7%)
134.7%
152.8%
(7.1%)
21.6%
Others comprised mainly of accrued salaries, other payables, bank interest payable, other tax
payables, retirement benefit payable and value-added tax payable.
Accruals and other payables increased by HK$74.4 million mainly due to the following reasons:
(1) Settlement of construction payables of HK$61.0 million; and
(2) Increase in amount due to the ultimate holding company of HK$133.6 million.
Advance payment received
The amount represented the brought forward balance of the advance payment of the cash
consideration of RMB250 million (equivalent to HK$317.5 million) paid by Grandblue Environment
Company Limited (“the Purchaser”) for the Proposed Sales according to the Framework Agreement
entered into on 23 December 2013.
Deferred income
Non-current portion
Current portion
30.9.2014
HK$’000
25,003
1,091
26,094
31.12.2013
HK$’000
24,257
1,097
25,354
Changes
3.1%
(0.5%)
2.9%
Deferred income represented the unrecognised part of government subsidies received by the project
companies. These balances will be recognised over the remaining concession periods of the related
projects upon commencement of operation. The balance increased by 2.9% mainly due to the
receipt of government subsidy of HK$1.7 million for the Jianyang project in Q3 2014 which was
partially net off with the amortisation of deferred income for the period.
Finance lease payables
Non-current portion
Current portion
30.9.2014
HK$’000
269
976
1,245
31.12.2013
HK$’000
257
1,136
1,393
Changes
4.7%
(14.1%)
(10.6%)
The finance lease payables represented the payable for the purchase of vehicles under hire
purchase agreements. The balance decreased by 10.6% due to the repayment of the finance lease
payables for the period.
Interest-bearing borrowings
Non-current portion
Current portion
30.9.2014
HK$’000
1,980,389
336,350
2,316,739
31.12.2013
HK$’000
1,984,086
432,369
2,416,455
Changes
(0.19%)
(22.2%)
(4.1%)
The interest-bearing borrowings decreased by 4.1% as compared with prior year. The loan was
borrowed as project loans to finance the construction of WTE plants.
In Q3 2014, HK$322.6 million was drawn down and HK$423.2 million was repaid. The loans were
secured by the intangible assets. As at 30 September 2014, the Group’s gearing ratio remained
relatively stable at 65.1% compared to 65.4% as at 31 December 2013.
Financial Position of the Company
Long term prepayment
Long term prepayment of HK$11.0 million represented the unamortised portion of the paid insurance
fee in Q3 2014 for the term loan facility in the amount of US$24.0 million with China Development
Bank Corporation for 9 years for the Bangkok WTE Project.
14
Gross amounts due from customers for contract work
Gross amounts due from customers for contract work represented the amount prepaid to the
contractors, calculated based on the percentage of completion of construction work. The increase in
gross amounts due from customers for contract work was mainly due to the prepaid amount for the
construction cost for the Thailand project.
Trade deposits and prepayments
Trade deposits and prepayments represented the current portion of the long term prepayment. For
details, please refer to the explanation paragraph of the long term prepayment item.
Pledged bank deposits
The pledged bank deposits represented a 12-month fixed deposit of US$1.2 million (equivalent to
HK$9.3 million) pledged to secure the bank loan of the Bangkok WTE Project which was drawdown
in Q3 2014.
Interest-bearing borrowings
The interest-bearing borrowings represented non-current portion of the term loan facility in the
amount of US$24.0 million with China Development Bank Corporation for 9 years for the Bangkok
WTE Project.
Statement of Cash Flows
Net cash generated from operating activities
The Group recorded a net cash inflow in operating activities for the period mainly because of the
decrease in prepaid expenses paid to contractors and the settlement of trade receivables.
Net cash used in investing activities
Net cash used in investing activities in this quarter represented mainly the payment of construction
costs for the BOT projects.
Net cash generated from financing activities
Net cash generated from financing activities in this quarter represented mainly net cash inflow from
the drawdown of interest-bearing borrowings and advance from the ultimate holding company offset
by the repayment of interest-bearing borrowings and increase in pledged bank deposits.
9. Where a forecast, or a prospect statement, has been previously disclosed to
shareholders, any variance between it and the actual results.
Not applicable.
15
10. A commentary at the date of the announcement of the significant trends and competitive
conditions of the industry in which the group operates and any known factors or events that
may affect the group in the next reporting period and the next 12 months.
Further to the announcements made on 23 October 2013, 24 November 2013, 24 December 2013,
29 January 2014, 8 April 2014, 7 May 2014, 30 June 2014, 7 July 2014, 14 August 2014, 15
September, 22 October 2014, 29 October 2014 (the “Previous Announcements”) and its circular to
shareholders dated 14 April 2014 (the “Circular”) in relation to the proposed sale of the Group’s WTE
business and assets in the PRC to the Purchaser, the Listed Company Acquisition and Restructuring
Review Committee of China Securities Regulatory Commission ( “CSRC”) has conditionally
approved the Purchaser’s application for the issue and allotment of its shares to C&G (HK) as part
consideration for acquisition of C&G (China). Further announcement will be made upon the receipt
of the formal approval documents from CSRC by the Purchaser and will keep shareholders informed
of further significant developments.
The Company has successfully secured the term loan facility in the amount of US$24.0 million with
China Development Bank Corporation on 18 August 2014 with a loan tenure of 9 years for financing
the equipment cost for our Bangkok WTE project. As of the date of this report, US$15.5 million was
drawdown. The Bangkok WTE project is currently under construction and is expected to be
completed by the first half of 2015.
The Company has incorporated a subsidiary in Shenzhen and it has commenced the equipment
sales business since Q3 2014. In Q4 2014, it has further secured the second contract of
approximately RMB0.8million. More contracts are expected to be secured or awarded in coming 12
months.
11. If a decision regarding dividend has been made:—
(a) Whether an interim (final) ordinary dividend has been declared (recommended).
None
(b) (i) Amount per share and (ii) previous corresponding period.
None
(c) Whether the dividend is before tax, net of tax or tax exempt. If before tax or net of tax,
state the tax rate and the country where the dividend is derived. (If the dividend is not taxable
in the hands of shareholders, this must be stated).
Not applicable.
(d) The date the dividend is payable.
Not applicable.
(e) The date on which Registable Transfers received by the company (up to 5.00 pm) will be
registered before entitlements to the dividend are determined.
Not applicable.
12. If no dividend has been declared (recommended), a statement to that effect.
No dividend has been declared.
13. If the Group has obtained a general mandate from shareholders for IPTs, the aggregate
value of such transactions as required under Rule 920(1)(a)(ii). If no IPT mandate has been
obtained, a statement to that effect.
There is no general mandate obtained from shareholders on Interested Person Transactions.
16
14. Negative confirmation pursuant to Rule 705(5).
Confirmation by the Board
We, Lin Yan and Loo Cheng Guan being two Directors of C&G Environmental Protection Holdings
Limited (the “Company”), do hereby confirm on behalf of the Directors of the Company that, to the
best of our knowledge, nothing has come to the attention of the Board of Directors of the Company
which may render the 3Q FY2014 financial statements to be materially false or misleading in any
material aspect.
BY ORDER OF THE BOARD
Lin Yan
Director
7 November 2014
Loo Cheng Guan
Director
17